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PAG — 11-006
OPERATING PERMIT AND AGREEMENT
between the City of Renton and Ace Aviation, Inc.
THIS IS A PERMIT TO OPERATE AN AVIATION RELATED ACTIVITY UPON THE RENTON
MUNICIPAL AIRPORT AND AN AGREEMENT (hereinafter "Operating Permit") between THE CITY
OF RENTON, a Washington municipal corporation (hereinafter "Permittor"), and Ace Aviation,
Inc., a Washington corporation (hereinafter "Permittee").
IN CONSIDERATION of the covenants and agreements hereinafter set forth, the parties
agree as follows:
1. ACKNOWLEDGEMENT OF SUB-LEASE:
1.1. Pursuant to lease agreement LAG 003-86, executed on August 1, 1986, between
the City of Renton and John, Julie and Terrance Lien, and the Assignment of Lease executed on
March 8, 2001, between John,Julie and Terrance Lien and Bosair LLC, the City of Renton
(Landlord) granted lease LAG 003-86, of the subject premises to Bosair LLC, as Lessee, for the
purpose of operating a Fixed Based Operation, which includes aircraft rebuilding and
maintenance, aircraft modification, light manufacturing, engineering and sales, storage of
aircraft parts, employee and customer parking and tiedown and storage of aircraft.
1.2. Thereafter, Bosair LLC (Lessee) sublet the subject premises to Ace Aviation, Inc.,
(Permittee) by sublease agreement, PAG 04-004, originally executed on April 1, 2004, for the
purpose of operating an aviation maintenance and related aircraft business located at 289 East
Perimeter Road.
1.3. Thereafter, Bosair LLC (Lessee) renewed the sublease of the subject premises to
Ace Aviation, Inc. (Permittee) by sublease agreement dated December 1, 2010, for the purpose
of operating an aviation maintenance facility and related aircraft business located at 289 East
Perimeter Road.
2. GRANT OF OPERATING PERMIT:
2.1. Description of Premises: The premises leased by Ace Aviation, Inc. the
Permittee, is described in the sub-lease as:
The property located at 289 East Perimeter Road, Renton, WA 98057 (see Exhibit A
Lease Map, attached), hereafter referred to as the "Premises."
2.2 Common Areas: Permitee, and its authorized representatives, subtenants,
assignees, agents, invitees, and licensees, shall have the right to use, in common with others,
on a non-exclusive basis and subject to the Airport Regulations and Minimum Standards (as
OPERCity of Ren on to Ace Aviation, Inc. ORIGINAL
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they may be amended from time to time) pursuant to Section 8.5 below,the public portion of
the Renton Municipal Airport (Aka Clayton Scott Field. Hereinafter referred to as "Airport"),
including the runway and other public facilities provided thereon.
2.2.1 Notwithstanding anything in this Operating Permit to the contrary, Permittor
acknowledges that direct access to the taxiways and runway from the Premises is essential to
the conduct of Permittee's business on the Premises and, except, during construction activities
occurring on the taxiways, runway or weather related events, Permittor shall ensure that
Permittee and its representatives, subtenants, assignees, agents, invitees, and licensees have
direct access to the taxiways and runway at all times during the Term, PROVIDED that if
Permittor plans any construction activity on the taxiways or runway, Permittor will schedule
such activity so as not to interfere with Permittee's use of the Premises, the taxiways, or the
runway, will notify Permittee of any plans for such activity not less than six months in advance
of the commencement of such activity, and will consult and coordinate with Permittee to
ensure that such activity does not interfere with Permittee's use of the Premises, the taxiways,
or runway, except that in the case of an emergency Permittor may proceed with such activity
without notice to the Lessee and will use its best reasonable efforts not to interfere with
Permittee's use of the Premises, taxiway, or runway in addressing such emergency. For
purposes of this provision, an "emergency" is a condition that presents an imminent threat of
bodily injury to or death of any person or loss of or significant damage to any property.
3. CONDITIONS:
3.1. Specific Conditions: This Operating Permit, and Permittee's rights and
permitted uses under this Operating Permit, are subject to the following:
3.1.1 Easements, restrictions and reservations of record;
3.1.2 The Airport Regulations and Minimum Standards pursuant to Section 8.5 below,
including Permittor's standards concerning operation of aviation activities from the Airport;
and
3.1.3 All such non-discriminatory charges and fees for use of the Airport as may be
established from time to time by Permittor as set out in Section 5.3 of this Operating Permit.
3.2. No Conveyance of Airport: This Operating Permit shall in no way be deemed to
be a conveyance of the Airport, and shall not be construed as providing any special privilege for
any public portion of the Airport except as described herein. The Permittor reserves the
absolute right to lease or permit the use of any portion of the Airport for any purpose deemed
suitable for the Airport, except that portion that is leased hereby.
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3.3. Nature of Permittor's Interest: It is expressly understood and agreed that
Permittor holds and operates the Airport, and the Premises under and subject to a grant and
conveyance thereof to Permittor from the United States of America, acting through its
Reconstruction Finance Corporation, and subject to all the reservations, restrictions, rights,
conditions, and exceptions of the United States therein and thereunder, which grant and
conveyance has been filed for record in the office of the Recorder of King County, Washington,
and recorded in Volume 2668 of Deeds, Page 386; and further that Permittor holds and
operates said Airport and Premises under and subject to the State Aeronautics Acts of the
State of Washington (chapter 165, laws of 1947), and any subsequent amendments thereof or
subsequent legislation of said state and all rules and regulations lawfully promulgated under
any act or legislation adopted by the State of Washington or by the United States or the
Federal Aviation Administration. It is expressly agreed that the Permittee also accepts and will
hold and use this Operating Permit and the Premises subject thereto and to all contingencies,
risks, and eventualities of or arising out of the foregoing, and if this Operating Permit, its Term,
or any conditions or provisions of this Operating Permit are or become in conflict with or
impaired or defeated by any such legislation, rules, regulations, contingencies or risks,the
latter shall control and, if necessary, modify or supersede any provision of this Operating
Permit affected thereby, all without any liability on the part of, or recourse against, Permittor
in favor of Permittee, provided that Permittor does not exceed its authority under the
foregoing legislation, rules and regulations.
3.4. Future Development/Funding: Subject always to Permittee's rights under Section
2.2.1 of this Operating Permit, nothing contained in this Operating Permit shall operate or be
construed to prevent or hinder the future development, improvements, or operation of Airport
by Permittor, its agents, successors or assigns, or any department or agency of the State of
Washington or of the United States, or the consummation of any loan or grant of federal or
state funds in aid of the development, improvement, or operation of the Renton Municipal
Airport, but Permittor's exercise of such rights shall not unreasonably interfere with
Permittee's rights under this Operating Permit.
4. TERM OF LEASE, SUBLEASE AND OPERATING PERMIT:
Permit Term: The Term of this Operating Permit is 9 years 7 months (approximately
9.6 years), commencing on December 1, 2010 and terminating on July 5, 2020. In no event will
the term of the Operating Permit and Agreement be extended beyond July 5, 2020.
5. RENTAL:
5.1. Rent on lease: As rental for the premises described in LAG 003-86 and Addenda
thereto, Lessee has agreed to pay Permittor a monthly rental in the sum of two thousand nine
hundred fifty-six dollars and seventy-one cents ($2,956.71) commencing on December 1, 2010
which does not include leasehold excise tax. The Rental amount set out herein is subject to
Periodic Rental Adjustments as set out in Lease LAG 003-86, Addendum 6-10.
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5.2. Rent on sublease: As rental for the premises described in Section 2, above, during
the term of this Permit, Permittee has agreed to pay Lessee an annual rental of forty-eight
thousand dollars and no cents ($48,000) per year or a monthly rental in the sum of four
thousand dollars and no cents ($4,000) commencing on December 1, 2010 which does not
include leasehold excise tax. In the event Lessee fails to pay the rent identified in Section 5.1.,
above, and any future rental rate increases, then Permittee may, whether Permittee subleases
all or part of Lessee's Airport leasehold interest as described in LAG 003-86 and addenda
thereto, pay said rent, when due. In the event neither the Lessee nor Permittee pay said rent,
then the Permittor may terminate this permit with ten (10) days' notice.
5.3. Other Charges: Permittee further agrees to pay, in addition to the rental specified
and other charges hereinabove defined, all fees and charges now in effect or hereafter levied
or established by Permittor, or its successors, or by any other governmental agency or
authority, being or becoming levied or charged against the premises, structures, business
operations, or activities conducted by or use made by Permittee of, on, and from the leased
premises which shall include, but not be limited to, all charges for light, heat, gas, power,
garbage, water and other utilities, Aircraft Rescue and Fire Fighting services or services
rendered to said premises. In the event Lessee fails to pay the other charges identified in this
Section 5.3., then Permittee may, whether Permittee subleases all or part of Lessee's Airport
leasehold interest as described in LAG 003-86 and addenda thereto, pay said other charges,
when due. In the event neither the Lessee nor Permittee pay said other charges, then the
Permittor may terminate this permit with ten (10) days' notice.
5.4. Leasehold Excise Tax: In the event that the State of Washington or any other
governmental authority having jurisdiction thereover shall hereafter levy or impose any similar
tax or charge on the leasehold estate described herein, and Lessee fails to pay said tax or
charge, then Permittee may, whether Permittee subleases all or part of Lessee's Airport
leasehold interest as described in LAG 003-86 and addenda thereto, pay said tax or charge,
when due. Such tax or charge shall be in addition to the regular monthly rentals. In the event
neither the Lessee nor Permittee pay said tax or charge, then the Permittor may terminate this
permit with ten (10) days' notice.
6. PAYMENT OF UTILITIES AND RELATED SERVICES.
6.1. Whether Permittee subleases all or part of Lessee's Airport leasehold interest as
described in LAG 003-86 and addenda thereto, if Lessee fails to pay such utilities and service
charges,then Permittee may pay all light, heat, gas, power, garbage, water, sewer and
janitorial service used in or on the Premises when due. In the event neither the Lessee nor the
Permittee pay said utility or service charges, then the Permittor may terminate this Permit with
ten (10) days' notice.
6.2. Permittor shall not be liable for any loss or damage caused by or resulting from any
variation, interruption, or failure of said utility services due to any cause whatsoever; and no
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temporary interruption or failure of such services incident to the making of repairs, alterations
or improvements, or due to accident, strike, act of God, or conditions or events not under
Permittor's control, shall be deemed a breach of the Permit or as an eviction of Permittee, or
relieve Permittee from any of its obligations hereunder.
7. PERMITTEE'S ACCEPTANCE OF PREMISES.
7.1. Acceptance of Premises: By occupying the Premises, Permittee formally accepts
the same in AS IS condition, and acknowledges that the Permittor has complied with all the
requirements imposed upon it under the terms of this Permit with respect to the condition of
the Premises at the commencement of this term. Permittee hereby accepts the premises
subject to all applicable zoning, municipal, county and state laws, ordinances and regulations
governing and regulating the use of the premises, and accepts this Permit subject thereto and
to all matters disclosed thereby and by any exhibits attached hereto. Permittee acknowledges
that neither Permittor nor Permittor's agent has made any representation or warranty as to
the suitability of the Premises for the conduct of Permittee's business or use. Except as
otherwise provided herein, Permittor warrants Permittee's right to peaceably and quietly enjoy
the premises without any disturbance from Permittor, or others claiming by or through
Permittor.
8. PURPOSE AND USE:
8.1. Use of Premises: The Premises are leased to the Permittee for the following
described purpose:
8.1.1. Operation of an aviation maintenance and related aircraft business in
accordance with the Airport Regulations and Minimum Standards pursuant to Section 8.5
below:
8.2. Continuous Use: Permittee covenants that the premises shall be continuously
used for those purposes during the term of the Permit, shall not be allowed to stand vacant or
idle, and shall not be used for any other purpose without Permittor's written consent first
having been obtained. Consent of Permittor to other types of activities will not be
unreasonably withheld.
8.3. Non-Aviation Uses Prohibited: Permittee agrees that, except as expressly provided
above, the Premises may not be used for uses or activities that are not related, directly or
indirectly, to aviation.
8.4. Signs: No advertising matter or signs shall be at any time displayed on the leased
premises or structures without the written approval of Permittor, which will not be
unreasonably withheld. One sign, of the type and dimensions specified by the Airport
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Manager, shall be permitted to be displayed on the Rainier and Airport Way entrance fences
through the termination date of this permit.
8.5. Conformity with Rules: Permittee further covenants to keep and operate the
Premises and all structures, improvements, and activities in conformity with all rules,
regulations and laws now or hereafter adopted by Permittor, including the Airport Regulations
and Minimum Standards which are incorporated herein by this reference, the Federal Aviation
Administration, the State Aeronautics Commission, or other duly constituted governmental
authority, all at Permittee's cost and expense.
8.6. Waste: Nuisance; Illegal Activities: Tenant shall not permit any waste, damage, or
injury to the Premises or improvements thereon, nor allow the maintenance of any nuisance
thereon, nor the use thereof for any illegal purposes or activities.
8.7. Increased Insurance Risk: Permittee shall not do or permit to be done in or about
the Premises anything which will be dangerous to life or limb, or which will increase any
insurance rates upon the Premises or other buildings and improvements at the Airport.
8.8. Aircraft Registration Compliance: The Permittee is hereby notified of the
Washington State law concerning aircraft registration and the requirement that tenant comply
therewith. See Title 47.68.250 RCW: Public Highways and Transportation.
9. HAZARDOUS SUBSTANCE USE:
9.1. Permittee's Representation and Warranty: Permittee shall not dispose of or
otherwise allow the release of any Hazardous Substances in, on or under the Premises, or the
Property, or in any Permittee improvements or alterations placed on the Premises by
Permittee. Permittee represents and warrants to Permittor that Permittee's intended use of
the Premises does not and will not involve the use, production, disposal or bringing on to the
Premises of any hazardous substance, hazardous material, waste, pollutant, or contaminant, as
those terms are defined in any federal, state, county, or city law or regulation (collectively,
"Hazardous Substances") other than fuels, lubricants and other products which are customary
and necessary for use in Permittee's ordinary course of business, provided that such products
are used, stored and disposed of in accordance with applicable laws and manufacturer's and
supplier's guidelines. Permittee shall promptly comply with all laws and with all orders,
decrees or judgments of governmental authorities or courts having jurisdiction, relating to the
use, collection,treatment, disposal, storage, control, removal or cleanup by Permittee of
Hazardous Substances, in, on or under the Premises, or incorporated in any improvements or
alterations made by Permittee to the Premises, at Permittee's sole cost and expense.
9.2. Standard of Care: Permittee agrees to use a high degree of care to be certain that
no Hazardous Substances are improperly used, released or disposed in, on or under the
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Premises during the Term by Permittee, or its authorized representatives, or are improperly
used, released or disposed on the Premises by the act of any third party.
9.3. Compliance Notification: In the event of non-compliance by Permittee, after notice
to Permittee and a reasonable opportunity for Permittee to effect such compliance, Permittor
may, but is not obligated to, enter upon the Premises and take such actions and incur such
costs and expenses to effect such compliance with laws as it deems advisable to protect its
interest in the Premises, provided, however that Permittor shall not be obligated to give
Permittee notice and an opportunity to effect such compliance if(i) such delay might result in
material adverse harm to the Premises or the Airport, or (ii) an emergency exists. Permittee
shall reimburse Permittor for the full amount of all costs and expenses incurred by Permittor in
connection with such compliance activities and such obligation shall continue even after
expiration or termination of the Term. Permittee shall notify Permittor immediately of any
release of any Hazardous Substances in, on or under the Premises.
9.4. Indemnitv:
9.4.1. Permittor shall have no responsibility to the Permittee, or any other third party,
for remedial action under R.C.W. Chapter 70.105D, or any other federal, state, county or
municipal laws, in the event of a release of or disposition of any Hazardous Substances in, on or
under the Premises during the Term that were caused by Permittee. Permittee shall defend,
indemnify and hold harmless Permittor from any obligation or expense, including, but not
limited to, fees incurred by the Permittor for attorneys, consultants, engineers, damages,
environmental resource damages, and remedial action under R.C.W. Chapter 70.105D, arising
by reason of the release or disposition of any Hazardous Substances in, on or under the
Premises during the Term that are caused by Permittee.
9.4.2. Permittee shall have no responsibility to the Permittor, or any other third party,
for remedial action under R.C.W. Chapter 70.105D, or other federal, state, county or municipal
laws, nor shall Permittee have any other liability or responsibility of any kind, in the event of
the presence, release, or disposition of any Hazardous Substance on, in, or under the Premises
unless such presence, release, or disposition of any Hazardous Substance was caused by
Permittee. Permittor shall defend, indemnify and hold harmless Permittee, any financial
institution or entity which finances in whole or in part Permittee's construction on the
Premises, and their directors, officers, agents, employees, and contractors (collectively,
"Indemnitees") from any claims (including without limitation third party claims for personal
injury or real or personal property damage), actions, administrative proceedings,judgments,
penalties, fines, liability, loss, damage, obligation or expense, including, but not limited to, fees
incurred by Permittee or any Indemnitee for attorneys, consultants, engineers, damages,
environmental resource damages, and remedial action under R.C.W. Chapter 70.105D or other
Remediation, arising from or in connection with the presence, suspected presence, release or
suspected release of any Hazardous Substances in, on or under the Premises that is not caused,
in whole or in part, by Permittee or the Indemnitees.
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9.4.3. The provisions of this Subsection 9.4 shall survive the expiration or sooner
termination of the Term of this Operating Permit. No subsequent modification or termination
of this Operating Permit by agreement of the parties or otherwise shall be construed to waive
or to modify any provisions of this Section unless the termination or modification agreement or
other document expressly so states in writing.
9.5. Dispute Resolution: In the event of any dispute between the parties concerning
whether any Hazardous Substances were brought onto the Premises by Permittee, or whether
any release of or disposition of any Hazardous Substance was caused by Permittee, the parties
agree to submit the dispute for resolution by arbitration upon demand by either party. Each
party shall select one (1) arbitrator. The two (2) selected arbitrators, if unable to agree within a
period of thirty (30) days after such appointment, as that term is defined in Section 9.5.1 of this
Operating Permit, shall select a third arbitrator. The arbitrators shall be environmental
consultants with experience in the identification and remediation of Hazardous Substances.
The arbitrators shall make their decision in writing within sixty(60) days after their
appointment, unless the time is extended by the agreement of the parties. The decision of a
majority of the arbitrators shall be final and binding upon the parties. Each party shall bear the
cost of the arbitrator named by it. The expenses of the third arbitrator shall be borne by the
parties equally.
9.5.1 Appointed Arbitrators: The two appointed arbitrators shall meet, and shall make
their decision in writing within thirty (30) days after the date of their appointment. If the
appointment date for either arbitrator is later than the other,the latter date shall be the
appointment date for purposes of the thirty (30) day deadline. If the two arbitrators are
unable to agree within a period of thirty (30) days after such appointment, they shall, within a
period of thirty (30) days after the first thirty (30) day period, select a third arbitrator. If such
third arbitrator has not been selected or if such third arbitrator has not accepted such
appointment within such thirty (30) day period, either Permittor or Permittee may apply to the
head of the Seattle office of the American Arbitration Association to appoint said third
arbitrator.
10. MAINTENANCE:
10.1. Maintenance of Premises: The Premises and all of the improvements or
structures thereon and authorized by the Permittor for use by the Permittee, shall be used and
maintained by Permittee in an operable, neat, orderly, and sanitary manner. Permittor shall
not be called upon to make any improvements, alteration, or repair of any kind upon the
Premises. Permittee is responsible for the clean-up and proper disposal at reasonable and
regular intervals of rubbish,trash, waste and leaves around the Premises, including that blown
against fences bordering the Premises, whether as a result of the Permittee's activities or
having been deposited upon the Premises from other areas. Permittee shall maintain in good
condition and repair the Premises, subject to ordinary wear and tear, including without
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limitation,the interior and exterior walls, floors, roof, and ceilings, and any structural portions
of the Premises the exterior and interior portions of all doors, windows, glass, utility facilities,
plumbing and sewage facilities within the building or under the floor slab including free flow up
to the main sewer line, parking areas, landscaping, fixtures, heating, ventilating and air
conditioning, including exterior mechanical equipment, exterior utility facilities, and exterior
electrical equipment serving the Premises. Permittee shall make all repairs, replacements and
renewals, whether ordinary or extraordinary, anticipated or unforeseen, that are necessary to
maintain the Premises in the condition required by this Section.
10.2. Maintenance. Repair and Marking of Pavement: Permittee shall be responsible
for, and shall perform, the maintenance, repair and marking (painting) of pavement
surrounding the buildings within and on the Premises. Such maintenance and repair shall
include, as a minimum, crack filling, weed control, slurry seal and the replacement of
unserviceable concrete or asphalt pavements, as necessary. To the degree the concrete and
asphalt pavements are brought to FAA standards at any time during the Term of this Lease,
Permittee shall maintain the concrete and asphalt pavements in such condition.
10.3. Removal of Snow/Floodwater/Mud: Permittee shall be responsible for removal
of snow and/or floodwaters or mud deposited there from the Premises and those areas of the
sublease utilized by the Permittee, with the disposition thereof to be accomplished in such a
manner so as to not interfere with or increase the maintenance activities of Permittor upon
the public areas of the Airport.
10.4. Permittor May Perform Maintenance: If Permittee fails to perform Permittee's
obligations under this Section, Permittor may at its option (but shall not be required to) enter
the Premises, after thirty (30) days' prior written notice to Permittee, and put the same in good
order, condition and repair, and the cost thereof together with interest thereon at the rate of
twelve (12%) percent per annum shall become due within thirty (30) days of the date of the
invoice.
11. ALTERATIONS.
11.1. Protection from Liens: Before commencing any work relating to alterations,
additions and improvements affecting the Premises ("Work"), Permittee shall notify Permittor
in writing of the expected date of commencement of the Work. Permittee shall pay, or cause
to be paid, all costs of labor, services and/or materials supplied in connection with any Work.
Permittee shall keep the Premises free and clear of all mechanics' and materialmen's liens and
other liens resulting from any Work. Permittee shall have the right to contest the correctness
or validity of any such lien if, immediately on demand by Permittor, it procures and records a
lien release bond issued by a responsible corporate surety in an amount sufficient to satisfy
statutory requirements therefor in the State of Washington. Permittee shall promptly pay or
cause to be paid all sums awarded to the claimant on its suit, and, in any event, before any
execution is issued with respect to any judgment obtained by the claimant in its suit or before
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such judgment becomes a lien on the Premises, whichever is earlier. If Permittee shall be in
default under this Section, by failing to provide security for or satisfaction of any mechanic's or
other liens, then Permittor may, at its option, in addition to any other rights or remedies it may
have, discharge said lien by (i) paying the claimant an amount sufficient to settle and discharge
the claim, (ii) procuring and recording a lien release bond, or (iii) taking such other action as
Permittor shall deem necessary or advisable, and, in any such event, Permittee shall pay, on
Permittor's demand, all reasonable costs (including reasonable attorney fees) incurred by
Permittor in settling and discharging such lien together with interest thereon at the rate of
twelve (12%) percent per year from the date of Permittor's payment of said costs. Permittor's
payment of such costs shall not waive any default of Permittee under this Section.
11.2. Bond: At any time Permittee either desires to or is required to make any repairs,
alterations, additions, improvements or utility installation thereon, or otherwise, Permittor
may at its sole option require Permittee, at Permittee's sole cost and expense, to obtain and
provide to Permittor a performance bond in an amount equal to one and one-half(1-1/2)
times the estimated cost of such improvements, to insure Permittor against liability for
mechanics and materialmen's liens and to insure completion of the work.
11.3. Permittor May Make Improvements: Permittee agrees that Permittor may, at its
option and at its expense, make repairs, alterations or improvements which Permittor may
deem necessary or advisable for the preservation, safety, or improvement of utilities or Airport
infrastructure on the Premises, if any. Permittor shall provide ten (10) days' advance notice of
any such work and use reasonable efforts to not interfere with Permittee's use of the Premises
during any such work.
11.4 Improvements: As further consideration for this Operating Permit, it is agreed
that upon the expiration or sooner termination of the Term, all structures and any and all
improvements of any character whatsoever installed on the Premises shall be and become the
property of the Permittor, and title thereto shall automatically pass to Permittor at such time,
and none of such improvements now or hereafter placed on the Premises shall be removed
therefrom at any time without Permittor's prior written consent. During the Term, Permittee
shall hold title to all improvements placed by Permittee on the Premises. Permittee covenants
and agrees that Permittee will pay and satisfy in full all outstanding liens, or other debts,
affecting or encumbering such improvements before transfer of ownership of such
improvements to Permittor upon the expiration or sooner termination of the Term.
Alternatively, Permittor may, at its option, require Permittee, upon the expiration or sooner
termination of the Term, if any, to remove any and all improvements and structures installed
by Permittee from the Premises and repair any damage caused thereby, at Permittee's
expense.
11.5. Notification of Completion: Upon completion of capital improvements made on
the Premises, it is the Permittee's responsibility to promptly notify Permittor of such
completion.
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12. ASSIGNMENT:
12.1. Assignment/Subletting: Permittee shall not voluntarily assignor encumber its
interest in this Operating Permit or in the Premises, or sublease any part or all of the Premises,
without Permittor's prior written consent, which consent shall not be unreasonably withheld,
conditioned, or delayed. Any assignment, encumbrance or sublease without Permittor's
consent shall be void and shall constitute a default by Permittee under this Operating Permit.
No consent to any assignment or sublease shall constitute a waiver of the provisions of this
Section and no other or subsequent assignment or sublease shall be made without Permittor's
prior written consent. Before an assignment or sub-lease will be approved,the proposed
assignee or sub-Permittee must comply with provisions of the then current Airport Leasing
Policies, including, but not limited to the "Analysis of Tenant's Financial Capacity," independent
of Permittee's compliance or Financial Capacity.
If Permittee is a corporation, the transfer of a majority of Permittee's stock shall constitute an
assignment for purposes of this paragraph. In no event will the assignment of the full leasehold
interest or the complete sale of the stock or other interests in the entity constituting
Tenant/Permitee and concomitant transfer of ownership of said entity cause an extension of
the Term of this Operating Permit.
12.2. Permitted Subletting: Notwithstanding the provisions of Section 12.1. above,
Permittee may sublet portions of the Premises for the purpose of aircraft hangar storage and
airplane tie-down space, without Permittor's prior written consent, on a month-to-month or
longer basis (but not longer than the Term), provided that Permittor is informed on at least an
annual basis, in writing, of the name of the subtenant(s), the purpose of the sublease, the
amount of the rental charged, and the type of aircraft stored (make, model and registration
number). Additionally, such information shall be disclosed upon request of Permittor.
12.3. Conditions to Assignment or Sublease: Permittee agrees that any instrument by
which Permittee assigns or sublets all or any portion of the Premises shall (i) incorporate this
Operating Permit by reference, (ii) expressly provide that the assignee or subtenant may not
further assign or sublet the assigned or sublet space without Permittor's prior written consent
(which consent shall not, subject to Permittor's rights under this Section, be unreasonably
withheld, conditioned, or delayed), (iii) acknowledge that the assignee or subtenant will not
violate the provisions of this Operating Permit, and (iv) in the case of any assignment,
acknowledge that Permittor may enforce the provisions of this Operating Permit directly
against such assignee.
12.4. Documentation: No permitted subletting by Permittee shall be effective until
there has been delivered to Permittor a copy of the sublease and an executed Operating
Permit and Agreement in which the subtenant agrees not to violate and to act in conformity
with the terms and provisions of this Operating Permit; provided,that no Operating Permit
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shall be required for the subletting of hangar or tie-down space for aircraft storage purposes.
No permitted assignment shall be effective unless and until there has been delivered to
Permittor a counterpart of the assignment in which the assignee assumes all of Tenant's
obligations under this Operating Permit arising on or after the date of the assignment.
12.5. No Release of Permittee's Liability: Neither an assignment nor subletting, shall be
deemed a waiver of any of the provisions of this Section or release Permittee from its
obligation to comply with the terms and provisions of this Operating Permit and Permittee
shall remain fully and primarily liable for all of Permittee's obligations under this Operating
Permit, unless Permittor otherwise agrees in writing. Notwithstanding the foregoing, in the
event that Permittor's consent to assignment is obtained for a complete assignment and
Assignee agrees in writing to assume all of the obligations and liabilities of this Operating
Permit accruing after such assignment, Permittee shall be relieved of all liability arising from
this Operating Permit and arising out of any act, occurrence or omission occurring after
Permittor's consent is obtained. To the extent that any claim for which indemnification of the
Permittor (including with respect to Hazardous Substances) arises after Permittee's complete
assignment for conduct predating said assignment, the Permittee shall not be relieved of
obligations or liability arising from this Operating Permit.
12.6. No Merger: Without limiting any of the provisions of this Section, if Permittee has
entered into any subleases of any portion of the Premises, the voluntary or other surrender of
this Operating Permit by Permittee, or a mutual cancellation by Permittor and Permittee, shall
not work a merger and shall terminate all or any existing subleases or subtenancies.
13. DEFAULT:
13.1 Default: The occurrence of any of the following shall constitute a default by
Permittee under this Operating Permit:
13.1.1. Failure to Comply with Airport Regulations and Minimum Standards: Failure to
comply with the Airport Regulations and Minimum Standards, if the failure continues for a
period of twenty-four(24) hours after notice of such default is given by Permittor to Permittee.
If the failure to comply cannot reasonably be cured within twenty-four (24) hours,then
Permittee shall not be in default under this Operating Permit if Permittee commences to cure
the failure to comply within twenty-four (24) hours and diligently and in good faith continues
to cure the failure to comply. However, said inability to cure within twenty-four (24) hours,
diligence and good faith notwithstanding, cannot be based on financial incapacity.
13.1.2. Other Defaults: Failure to perform any other provision of this Operating Permit,
if the failure to perform is not cured within thirty (30) days after notice of such default has
been given by Permittor to Permittee. If the default cannot reasonably be cured within thirty
(30) days, then Permittee shall not be in default under this Operating Permit if Permittee
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commences to cure the default within thirty (30) days and diligently and in good faith
continues to cure the default.
13.1.3. Appointment of Trustee or Receiver: The appointment of a trustee or receiver
to take possession of substantially all of the Permittee's assets located at the Premises or of
Permittee's interest in this Operating Permit, where possession is not restored to Permittee
within sixty (60) days; or the attachment, execution or other judicial seizure of substantially all
of Permittee's assets located at the Premises or of Permittee's interest in this Operating
Permit, where such seizure is not discharged within sixty (60) days.
13.2. Additional Security: If Permittee is in default under this Operating Permit, and
such default remains uncured for more than three (3) business days after Permittor gives
Permittee notice of such default, then Permittor, at Permittor's option, may require Permittee
to provide adequate assurance of future performance of all of Permittee's obligations under
this Operating Permit in the form of a deposit in escrow, a guarantee by a third party
acceptable to Permittor, a surety bond, a letter of credit or other security acceptable to, and
approved by, Permittor. If Permittee fails to provide such adequate assurance within twenty
(20) days of receipt of a request by Permittor for such adequate assurance, such failure shall
constitute a material breach of this Operating Permit and Permittor may, at its option,
terminate this Operating Permit.
13.3. Remedies: If Permittee commits a default, then following the expiration of the
notice and cure periods set forth in Section 13.1 above, Permittor shall have the following
alternative remedies, which are in addition to any remedies now or later allowed by law, and
Permittor shall use reasonable efforts to mitigate its damages:
13.3.1. Maintain Operating Permit in Force: To maintain this Operating Permit in full
force and effect and recover any monetary charges as they become due, without terminating
Permittee's right to possession, irrespective of whether Permittee shall have abandoned the
Premises. If Permittor elects to not terminate the Operating Permit, Permittor shall have the
right to attempt to re-let the Premises at such rent and upon such conditions and for such a
term, and to do all acts necessary to maintain or preserve the Premises as Permittor deems
reasonable and necessary, without being deemed to have elected to terminate the Operating
Permit, including removal of all persons and property from the Premises; such property may be
removed and stored in a public warehouse or elsewhere at the cost of and on the account of
Permittee. In the event any such re-letting occurs, this Operating Permit shall terminate
automatically upon the new Permittee taking possession of the Premises. Notwithstanding
that Permittor fails to elect to terminate the Operating Permit initially, Permittor at any time
during the Term may elect to terminate this Operating Permit by virtue of such previous
default of Permittee so long as Permittee remains in default under this Operating Permit.
13.3.2. Terminate Operating Permit: To terminate Permittee's right to possession by
any lawful means, in which case this Operating Permit shall terminate and Permittee shall
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immediately surrender possession of the Premises to Permittor. In such event Permittor shall
be entitled to recover from Permittee all damages incurred by Permittor by reason of
Permittee's default including without limitation thereto, the following: (i) any amount
necessary to compensate Permittor for all the detriment proximately caused by Permittee's
failure to perform its obligations under this Operating Permit or which in the ordinary course of
business would be likely to result therefrom, including without limitation, (A) any costs or
expenses incurred by Permittor including reasonable attorney fees, and (B) such other amounts
in addition to or in lieu of the foregoing as may be permitted from time to time by applicable
state law. The amounts referenced in this Section include interest at 12% per annum.
14. BINDING AGREEMENT: Subject to the restriction upon assignment or subletting as
set forth herein, all of the terms, conditions, and provisions of this Permit shall be binding upon
the parties,their successors and assigns, and in the case of a Permittee who is a natural
person, his or her personal representative and heirs.
15. CONDEMNATION: If the whole or any substantial part of the Premises shall be
condemned or taken by Permittor or any county, state, or federal authority for any purpose,
then the Term shall cease as to the part so taken from the day the possession of that part shall
be required for any purpose. From that day the Permittee shall have the right to either cancel
this Operating Permit and declare the same null and void, or to continue in the possession of
the remainder of the same under the terms herein provided. All damages awarded for such
taking for any public purpose shall belong to and be the property of the Permittor, whether
such damage shall be awarded as compensation for the diminution in value to the leasehold,
or to the fee of the Premises herein leased. Damages awarded for the taking of Permittee's
improvements located on the Premises shall belong to and be awarded to Permittee.
16. RIGHT OF INSPECTION: Permittee will allow Permittor, or Permittor's agent, free
access to the Premises at all reasonable times for the purpose of inspection, or for making
repairs, additions or alterations to the Premises, or any property owned by or under the
control of Permittor.
17. SURRENDER OF PREMISES: Permittee shall quit and surrender the premises at the
end of the term in a condition as good as the reasonable use thereof would permit, normal
wear and tear excepted. Alterations, additions or improvements which may be made by either
of the parties hereto on the Premises, except movable office furniture or trade fixtures put in
at the expense of Permittee, shall be and remain the property of the Permittor and shall
remain on and be surrendered with the Premises as a part thereof at the termination of this
lease without hindrance, molestation, or injury. Permittee shall repair at its sole expense any
damage to the Premises occasioned by its use thereof, or by the removal of Permittee's trade
fixtures, furnishings and equipment which repair shall include the patching and filling of holes
and repair of structural damage.
18. INSURANCE:
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18.1. Personal Property: Permittee, at its expense, shall maintain in force during the
Term a policy of special form -causes of loss or all risk property insurance on all of Permittee's
structures, alterations, improvements, trade fixtures, furniture and other personal property in,
on or about the Premises, in an amount equal to at least their full replacement cost. Any
proceeds of any such policy available to Permittee shall be used by Permittee for the
restoration of Permittee's structures, alterations, improvements and trade fixtures and the
replacement of Permittee's furniture and other personal property. Any portion of such
proceeds not used for such restoration shall belong to Permittee. Permittee shall not be
required to restore structures, alterations, improvements or trade fixtures if available
insurance proceeds are not sufficient to do so.
18.2. Liability Insurance: Permittee, at its expense, shall maintain in force during the
Term the following types of insurance (or equivalents): a policy of airport liability insurance
(including premises liability, aircraft products and completed operations coverage, and hangar
keepers liability coverage) with the following limits: Premises liability: $1,000,000 per
occurrence, $2,000,000 annual aggregate; products and completed operations coverage:
$1,000,000 per occurrence, $2,000,000 annual aggregate; hangar keepers liability: $1,000,000
each aircraft and, $1,000,000 per occurrence; operator of aircraft liability insurance in the
amount of$1,000,000 per occurrence. Notwithstanding the foregoing, if any similarly situated
Permittee at the Airport is required to carry insurance coverages or limits lower than those
required under this Operating Permit, Permittee's insurance obligations shall be limited to
those lower requirements, and Permittor shall provide reasonable information about insurance
requirements applicable to other Permittees upon request. The limits of said insurance shall
not, however, limit the liability of Permittee hereunder. Permittor shall be named as an
additional insured on Permittee's airport liability insurance solely with respect to the
operations of the named insured (i.e., Permittee), Permittee with that coverage being primary
and non-contributory with any other policy(ies) carried by, or available to, Permittor. No such
policy shall be cancelable or subject to.reduction of coverage below the required limits except
after forty-five (45) days' prior written notice to Permittor.
18.3. Insurance Policies: Insurance required hereunder shall be written by a company
or companies authorized to do business in the State of Washington, rated A-VIII or better in
the most recent edition of"Best's Insurance Guides." The Liability Insurance limits set out in
Section 18.2 shall be subject to change every 6 years, to coincide with the rental adjustment
date. The new Liability Insurance limits shall be established by the then current limits being
imposed by Permittor on Airport Permittees within the immediately preceding 6 years.
Insurance required herein shall provide coverage on an occurrence basis, not a claims-made
basis. Notice of increased minimum insurance coverage amounts shall be sent to the
Permittee at least ninety (90) days prior to the annual renewal date of the Permittee's
insurance. Prior to possession (but for the property insurance, upon the issuance of a
certificate of occupancy),the Permittee shall deliver to Permittor documents, in a form
acceptable to Permittor, evidencing the existence and amounts of such insurance. Permittee
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shall, not less than fourteen (14) calendar days prior to the expiration of such policies, furnish
Permittor with evidence of renewal of such insurance, in a form acceptable to Permittor.
Permittee shall not do or permit to be done anything which shall invalidate the insurance
policies referred to above. Permittee shall forthwith, upon Permittor's demand, reimburse
Permittor for any additional premiums for insurance carried by Permittor attributable to any
act or omission or operation of Permittee causing such increase in the cost of insurance. If
Permittee shall fail to procure and maintain such insurance, then Permittor may, but shall not
be required to, procure and maintain the same, and Permittee shall promptly reimburse
Permittor for the premiums and other costs paid or incurred by Permittor to procure and
maintain such insurance.
18.4. Waiver of Subrogation: Permittee and Permittor each waives any and all rights
of recovery against the other, or against the officers, employees, agents and representatives of
the other, for loss of or damage to such waiving party or its property or the property of others
under its control, where such loss or damage is insured against under any insurance policy in
force at the time of such loss or damage or, in the case of Permittor,that would be covered
under a property insurance policy for the full replacement value of any improvements owned
by Permittor at the Airport. Permittee shall, upon obtaining the policies of insurance required
hereunder, give notice to the insurance carriers that the foregoing mutual waiver of
subrogation is contained in this Operating Permit.
19. LIMITATION UPON PERMITTOR'S LIABILITY: Permittor shall not be liable for any
damage to property or persons caused by, or arising out of(a) any defect in or the
maintenance or use of the Premises, or the improvements, fixtures and appurtenances of
which the premises constitute a part; or (b) water coming from the roof, water pipes, flooding
of the Cedar River or other body of water, or from any other source whatsoever, whether
within or without the Premises; or (c) any act or omission of any Permittee or other occupants
of the building, or their agents, servants, employees or invitees thereof.
20. INDEMNITY: Permittee covenants to indemnify and save harmless Permittor
against any and all claims arising from the conduct and management of or from any work or
thing whatsoever done in or about the Premises or the improvements or equipment thereon
during the Operating Permit term, or arising from any act or negligence of the Permittee or any
of its agents, contractors, patrons, customers, or employees, or arising from any accident,
injury, or damage whatsoever, however caused, to any person or persons, or to the property of
any person, persons, corporation or other entity occurring during the Operating Permit term
on, in, or about the Premises, and from and against all costs, attorney's fees, expenses, and
liabilities incurred in or from any such claims or any action or proceeding brought against the
Permittor by reason of any such claim, except such claims arising directly or indirectly out of
Permittor's sole act or omission. Permittee, on notice from Permittor, shall resist or defend
such action or proceeding forthwith.
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21. HOLDING OVER: If Permittee, without Permittor's prior consent, remains in
possession of the Premises after expiration or termination of the Term, or after the date in any
notice given by Permittor to Permittee terminating this Lease, such possession by Permittee
shall be deemed to be a month-to-month tenancy terminable by Permittor by a notice given to
Permittee at least thirty (30) days prior to the end of any such monthly period or by Permittee
by a notice given to Permittor at least thirty (30) days prior to the end of any such monthly
period. During such month-to-month tenancy, Permittee shall pay Rent in the amount then
agreed to in writing by Permittor and Permittee. All provisions of this Operating Permit, except
those pertaining to term, shall apply to the month-to-month tenancy.
22. NO WAIVER: It is further covenanted and agreed between the parties hereto that
no waiver by Permittor of a breach by Permittee of any covenant, agreement, stipulation, or
condition of this Operating Permit shall be construed to be a waiver of any succeeding breach
of the same covenant, agreement, stipulation, or condition, or a breach of any other covenant
agreement, stipulation, or condition.
23. NOTICES: All notices or requests required or permitted under this Operating Permit
shall be in writing; shall be personally delivered, delivered by a reputable express delivery
service such as Federal Express or DHL, or sent by certified mail, return receipt requested,
postage prepaid, and shall be deemed delivered on receipt or refusal. All notices or requests
to Permittor shall be sent to Permittor at Permittor's Address set forth below and all notices or
requests to Permittee shall be sent to Permittee at Permittee's Address set forth below.
Permittor's Address: Airport Manager
616 West Perimeter Road, Unit A
Renton, Washington 98057
Permittee's Address: 289 East Perimeter Road
Renton, Washington 98057
24. DISCRIMINATION PROHIBITED:
24.1. Discrimination Prohibited: Permittee covenants and agrees not to discriminate
against any person or class of persons by reason of race, color, creed, sex, national origin, or
any other class of person protected by Federal or State law or the Renton City Code, in the use
of any of its facilities provided for the public in the Airport. Permittee further agrees to furnish
services on a fair, equal and not unjustly discriminatory basis to all users thereof, and to charge
on a fair, reasonable and not unjustly discriminatory basis for each unit of service; provided
that Permittee may make reasonable and non-discriminatory discounts, rebates, or other
similar types of price reductions to volume purchasers.
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24.2. Minority Business Enterprise Policy: It is the policy of the Department of
Transportation that minority business enterprises as defined in 49 C.F.R. Part 23 shall have the
maximum opportunity to participate in the performance of leases as defined in 49 C.F.R. 23.5.
Consequently, this Operating Permit is subject to 49 C.F.R. Part 23, as applicable. No person
shall be excluded from participation in, denied the benefits of or otherwise discriminated
against in connection with the award and performance of any contract, including Operating
Permits covered by 49 C.F.R. Part 23, on the grounds of race, color, national origin or sex.
24.3. Application to Sub-leases: Subject to the provisions of Section 12 of this Permit,
Permittee agrees that it will include the above clause in all assignments of this Operating
Permit or sub-leases, and cause its assignee(s) and sub-lessee(s)to similarly include the above
clause in further assignments or sub-leases.
25. FORCE MAJEURE: In the event that either party hereto shall be delayed or
hindered in or prevented from the performance of any act required hereunder by reason of
strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive
governmental laws or regulations, riots, insurrections, war, or other reason of like nature not
the fault of the party delayed in performing work or doing acts required under the terms of this
Operating Permit, then performance of such act shall be extended for a period equivalent to
the period of such delay. The provisions of this Section shall not, however, operate to excuse
Permittee from the prompt payment of any payment required by the terms of this Permit,to
be made by Permittee.
26. TRANSFER OF PREMISES BY PERMITTOR: In the event of any sale, conveyance,
transfer or assignment by Permittor of its interest in the Premises, Permittor shall be relieved
of all liability arising from this Operating Permit and arising out of any act, occurrence or
omission occurring after the consummation of such sale, conveyance, transfer or assignment.
The Permittor's transferee shall be deemed to have assumed and agreed to carry out all of the
obligations of the Permittor under this Operating Permit, including any obligation with respect
to the return of any security deposit.
27. ATTORNEYS' FEES AND COSTS: COLLECTION COSTS: If either party brings any action
for relief against the other party, declaratory or otherwise, arising out of this Operating Permit,
including any action by Permittor for the recovery of Rent or possession of the Premises, the
prevailing party shall be entitled to reasonable attorneys' fees and costs of litigation as
established by the court. If the matter is not litigated or resolved through a lawsuit, then any
attorneys' fees for collection of past-due rent or enforcement of any right of Permittor or duty
of Permittee hereunder shall entitle Permittor to recover, in addition to any late payment
charge, any costs of collection or enforcement, including reasonable attorney's fees.
28. EMERGENCY RESPONSE: Permittee must provide to the Airport Manager
reasonable access and response in times of emergency or urgency. The Permittee is wholly
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responsible to keep an up-to-date listing of aircraft types, identification, and owners on file and
at the Airport Manager's office.
29. DEFINITIONS: As used in this Operating Permit, the following words and phrases,
whether or not capitalized, shall have the following meanings:
"Additional Rent" means any charges or monetary sums to be paid by Permittee to
Permittor under the provisions of this Operating Permit other than Minimum Monthly Rent.
"Authorized representatives" means any officer, agent, employee, independent
contractor or invitee of either party.
"Environmental Laws and Requirements" means any and all federal, state, local laws,
statutes, ordinances, rules, regulations and/or common law relating to environmental
protection, contamination, the release, generation, production, transport, treatment,
processing, use, disposal, or storage of Hazardous Substances, worker health or safety or
industrial hygiene, and the regulations promulgated by regulatory agencies pursuant to these
laws, and any applicable federal, state, and/or local regulatory agency-initiated orders,
requirements, obligations, directives, notices, approvals, licenses, or permits.
"Expiration" means the coming to an end of the time specified in the Operating Permit
as its duration, including any extension of the Term.
"Hazardous Substances" means any and all material, waste, chemical, compound,
substance, mixture or byproduct that is identified, defined, designated, listed, restricted or
otherwise regulated under any Environmental Laws and Requirements as a "hazardous
constituent," "hazardous substance," "hazardous material," "extremely hazardous material,"
"hazardous waste," "acutely hazardous waste," "hazardous waste constituent," "infectious
waste," "medical waste," "biohazardous waste," "extremely hazardous waste," "pollutant,"
"toxic pollutant" or "contaminant." The term "Hazardous Substances" includes, without
limitation, any material or substance which is (i) hexavalent chromium; (ii) pentachlorophenol;
(iii) volatile organic compounds; (iv) petroleum; (v) asbestos; (vi) designated as a "hazardous
substance" pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. §
1251 et seq. (33 U.S.C. § 1321); (vii) defined as a "hazardous waste" pursuant to Section 1004
of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. §
6903); (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §
9601 et seq. (42 U.S.C. § 9601); or (ix) designated as a "hazardous substance" pursuant to the
Washington Model Toxics Control Act, RCW 70.105D.010 et seq.
"Parties" means Permittor and Permittee.
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"Person" means one or more human beings, or legal entities or other artificial persons,
including without limitation, partnerships, corporations, trusts, estates, associations and any
combination of human beings and legal entities.
"Rent" means Minimum Monthly Rent, as adjusted from time to time under a Lease,
and Additional Rent.
30. GENERAL PROVISIONS:
30.1. Entire Agreement: This Operating Permit sets forth the entire agreement of the
parties as to the subject matter hereof and supersedes all prior discussions and understandings
between them. This Operating Permit may not be amended or rescinded in any manner except
by an instrument in writing signed by a duly authorized officer or representative of each party
hereto.
30.2. EXEMPTION OF PERMITTOR FROM LIABILITY: Permittor or Permittor's agents
shall not be liable for injury to persons or to Permittee's business or loss of income therefrom
or for damage which may be sustained by the person, goods, wares, merchandise or property
of Permittee, its authorized representatives, or any other person in or about the Premises,
caused by or resulting from (a) fire, electricity, gas, water or rain which may leak or flow from
or into any part of the Premises, (b) any defect in or the maintenance or use of the Premises,
or any improvements, fixtures and appurtenances thereon, (c)the Premises or any
improvements, fixtures and appurtenances thereon becoming out of repair, (d)the breakage,
leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing,
heating, ventilating or air conditioning or lighting fixtures of the Premises, (e) flooding of the
Cedar River or other body of water, or from any other source whatsoever, whether within or
without the Premises; or (f) any act or omission of any other Permittee or occupant of the
building in which the Premises are located, or their agents, servants, employees, or invitees,
provided, that the foregoing exemption shall not apply to losses to the extent caused by
Permittor's or its agents', contractors', or employees' negligence or willful misconduct.
30.3. Governing Law:This Operating Permit shall be governed by, and construed and
enforced in accordance with, the laws of the State of Washington.
30.4. Severability: Should any of the provisions of this Operating Permit be found to be
invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be
stricken and the remainder of this Operating Permit shall nonetheless remain in full force and
effect unless striking such provision shall materially alter the intention of the parties.
30.5. Jurisdiction and Venue: In the event any action is brought to enforce any of the
provisions of this Operating Permit, the parties agree to be subject to exclusive in personam
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jurisdiction in the Superior Court of the State of Washington in and for the County of King or in
the United States District Court for the Western District of Washington.
30.6. Waiver: No waiver of any right under this Operating Permit shall be effective
unless contained in a writing signed by a duly authorized officer or representative of the party
sought to be charged with the waiver and no waiver of any right arising from any breach or
failure to perform shall be deemed to be a waiver of any future right or of any other right
arising under this Operating Permit.
30.7. Captions: Section captions contained in this Operating Permit are included for
convenience only and form no part of the agreement between the parties.
30.8. Assignee as Permittee: The term "Permittee" shall be deemed to include the
assignee where there is a full assignment of the Operating Permit.
30.9. Effectiveness: This Operating Permit shall not be binding or effective until
properly executed and delivered by Permittor and Permittee.
30.10. Gender and Number: As used in this Operating Permit,the masculine shall
include the feminine and neuter, the feminine shall include the masculine and neuter, the
neuter shall include the masculine and feminine,the singular shall include the plural and the
plural shall include the singular, as the context may require.
30.11. Time of the Essence: Time is of the essence in the performance of all covenants
and conditions in this Operating Permit for which time is a factor.
30.12. Joint and Several Liability: If Permittee is composed of more than one person or
entity, then the obligations of all such persons and entities under this Operating Permit shall be
joint and several.
30.13. No Recordation Without Consent of Permittor: Permittee shall not record this
Operating Permit or any memorandum of this Operating Permit without Permittor's prior
written consent.
30.14. Cumulative Remedies: No remedy or election hereunder shall be deemed
exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
30.15. Corporate Authority: If Permittee is a corporation or limited liability company,
each individual executing this Operating Permit on behalf of said corporation or limited liability
company represents and warrants that he is duly authorized to execute and deliver this
Operating Permit on behalf of said corporation or limited liability company pursuant to duly
enacted resolutions or other action of such corporation or limited liability company and that
OPERATING PERMIT 21
City of Renton to Ace Aviation, Inc.
H:filesys/AIR/Admin/Real Property Management/Ace Aviation/Operating Permit/2-21-2011.doc
this Operating Permit is binding upon said corporation or limited liability company in
accordance with its terms.
30.16. Addenda: The provisions of this Operating Permit shall be subject to those of
Addenda 01-89, 02-98, 03-05, 04-05, 05-10 and 06-10 to Lease LAG 003-86.
PERMITTEE: PERMITTOR:
Ace Aviation, Inc. THE CITY OF RENTON
a Washington corporation a Washington municipal
corration
Z,L J ,
By I ,5r6 yrs ii Mayor, Denis Law
its: Owner/President
Date: F,Lb. 22., tl Date: .2J o
OPERATING PERMIT 22
City of Renton to Ace Aviation, Inc.
Kfilesys/AIR/Admin/Real Property Management/Ace Aviation/Operating Permit/2-21-2011.doc
*4010, `000e
ATTEST:
By �».rl�� L/)aff- -,
Bonnie Walton, City Clerk
Date: M"J£ A
Appr d as to legal form:
Lawrence J. Warren, City Attorney
OPERATING PERMIT 23
City of Renton to Ace Aviation, Inc.
Hlilesys/AIR/Admin/Real Property Management/Ace Aviation/Operating Permit/2-21-2011.doc
STATE OF WASHINGTON )
ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the
person who appeared before me,and /he acknowledged that s/he signed this instrument, on oath
stated that�s/he was authorized to execute the.instrument and acknowledged it as the ,
a_l�`� . to be the free
and—vary act of such. cFe; -,L for the uses and purposes mentioned in the
instrument.
Dated this ! `'y`` day of � - `� -- , 201
NN U?o�Ol WYa; Signat a of Notary]
�',� '•. 8-27;,: ,10[Print ame of Notary]
°`•.� OF W P X11►
Notary Public in and for the5tate of
Washington, residing at
My commission expires:
STATE OF WASHINGTON )
ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and s/he acknowledged that s/he signed this instrument, on oath
stated that s/he was authorized to execute the instrument and acknowledged it as the
of a ,to be the free
and voluntary act of such for the uses and purposes mentioned in the
instrument.
Dated this day of 201_
[Signature of Notary]
[Print Name of Notary]
Notary Public in and for the State of
Washington, residing at
My commission expires:
STATE OF WASHINGTON )
OPERATING PERMIT 24
City of Renton to Ace Aviation, Inc.
H:filesys/AIR/Admin/Real Property Management/Ace Aviation/Operating Permit/2-21-2011.doc
°r.r
ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and s/he acknowledged that s/he signed this instrument, on oath
stated that s/he was authorized to execute the instrument and acknowledged it as the
of a .to be the free
and voluntary act of such for the uses and purposes mentioned in the
instrument.
Dated this day of 201
[Signature of Notary]
[Print Name of Notary]
Notary Public in and for the State of
Washington, residing at
My commission expires:
STATE OF WASHINGTON )
ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and s/he acknowledged that s/he signed this instrument, on oath
stated that s/he was authorized to execute the instrument and acknowledged it as the
of . a .to be the free
and voluntary act of such for the uses and purposes mentioned in the
instrument.
Dated this day of 201_
[Signature of Notary]
[Print Name of Notary]
Notary Public in and for the State of
Washington, residing at
My commission expires:
OPERATING PERMIT 25
City of Renton to Ace Aviation, Inc.
Hlilesys/AIR/Admin/Real Property Management/Ace Aviation/Operating Perm it/2-21-2011.doc
EXHIBIT A
Sublease Map and Legal Description
OPERATING PERMIT 26
City of Renton to Ace Aviation, Inc.
H:filesys/AIR/Admin/Real Property Management/Ace Aviation/Operating Perm it/2-21-2011.doc
PAG-04-004
Commercial Lease Agreement
Bosair LLC. to Ace Aviation, Inc
THIS IS A LEASE AGREEMENT, dated December 1St 2010, between Bosair LLC, ("Lessor"),
and Ace Aviation, Inc. a Washington corporation ("Lessee") IN CONSIDERATION of the
covenants and agreements hereinafter set forth, the parties agree as follows:
1. Premises: Lessor hereby leases to Lessee the property located at 289 E Perimeter
RD, Renton, WA. 98057.
2. TERM: The term of this lease shall be for the period commencing on December
1 st 2010 and terminating on July 5th 2020.
3. RENTAL:
3a. Initial Rental: As rental for the above-described premises through 1St 2010,
Lessee shall pay unto Lessor a monthly rental in the sum of $4000 Dollars, plus Leasehold
Excise Tax as described in Paragraph 3f. below, payable promptly in advance on the first day of
each and every month. Lessee covenants that Ace Aviation, Inc. shall make all monthly rental
payments to the Lessor on behalf of all condominium association members. All such payments
shall be made to Bosair, LLC 289 Perimeter RD E, Renton, Washington 98055.
3b. Rental Adjustment Date: Effective as of December 1St, 2010 the starting date of
this lease, and every three (3) years thereafter, said rental rate as herein specified shall be
readjusted by and between the parties to be effective for each ensuing three (3) year period.
3c. Use of Consumer Price Index-Urban: Lessor and Lessee do hereby further agree
that the Consumer Price Index information to be used for rental adjustments shall be the
Consumer Price Index - Urban (CPI-U) then in effect for all urban consumers, as published by
the US Department of Labor for the Seattle-Tacoma Metropolitan Area.
3d. Late Payment Charge: It is hereby further agreed that if such rental is not paid
before the 10th of each month, then there will be added a late payment charge of 5% per month
for each month of delinquency until paid. It is agreed that this late payment charge is a
reasonable estimate of the increased costs to the city of the staff effort to monitor and collect late
payments, as well as related city expenses due to such late payment. If any check received by
Lessor is returned unpaid for any reason, Lessor reserves the right to make an additional charge
up to the maximum amount allowed by law.
3e. Attorneys Fees/Collection Charges: Should it be necessary to refer this lease to an
attorney for collection or other court action involving breach of lease, occupancy after
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PAG-04-004
termination, or enforcement or determination of any other right and/or duty under this lease, then
it is agreed that the prevailing parry shall be entitled to recover its reasonable attorney's fees and
costs of litigation as established by the court. If the matter is not litigated or resolved through a
lawsuit, then any attorney's fees expenses for collection of past-due rent or enforcement of any
right or duty hereunder shall entitle the city to recover, in addition to any late payment charge,
any costs of collection or enforcement, including attorney's fees.
3£ Other Charges: Lessee further agrees to pay, in addition to the rentals
hereinabove specified and other charges hereinabove defined, all fees and charges now in effect
or hereafter levied or established by Lessor, or its successors, or by any other governmental
agency or authority, being or becoming levied or charged against the premises, structures,
business operations, or activities conducted by or use made by Lessee of, on, and from the leased
premises which shall include, but not be limited to, all charges for light, heat, gas, power,
garbage, water and other utilities or services rendered to said premises.
4. LEASEHOLD EXCISE TAX: Lessee hereby agrees and covenants to pay unto
Lessor that certain leasehold excise tax as established by RCW Chapter 82.29A, as amended, or
any replacement thereof, which tax shall be in addition to the stipulated monthly rental and shall
be paid separately to the Director of Finance, City of Renton, at the same time the monthly rental
is due. In the event that the State of Washington or any other governmental authority having
jurisdiction thereover shall hereafter levy or impose any similar tax or charge on this lease or the
leasehold estate, then Lessee agrees and covenants to pay said tax or charge, when due. Such tax
or charge shall be in addition to the regular monthly rentals.
5. PAYMENT OF UTILITIES AND RELATED SERVICES. Lessee shall pay for
all light, heat, gas, power, garbage, water, sewer and janitorial service used in the Premises.
Lessor shall not be liable for any loss or damage caused by or resulting from any variation,
interruption, or failure of said utility services due to any cause whatsoever; and no temporary
interruption or failure of such services incident to the making of repairs, alterations or
improvements, or due to accident, strike, act of God, or conditions or events not under Lessor's
control, shall be deemed a breach of the Lease or as an eviction of Lessee, or relieve Lessee from
any of its obligations hereunder.
6. LESSEE'S ACCEPTANCE OF PREMISES.
6a. General Acceptance of Premises: By occupying the Premises, Lessee formally
accepts the same in AS IS condition, and acknowledges that the Lessor has complied with all the
requirements imposed upon it under the terms of this Lease with respect to the condition of the
Premises at the commencement of this term. Lessee hereby accepts the premises subject to all
applicable zoning, municipal, county and state laws, ordinances and regulations governing and
regulating the use of the premises, and accepts this Lease subject thereto and to all matters
disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor
nor Lessor's agent has made any representation or warranty as to the suitability of the Premises
for the conduct of Lessee's business or use. Except as otherwise provided herein, Lessor
2
PAG-04-004
warrants Lessee's right to peaceably and quietly enjoy the premises without any disturbance from
Lessor, or others claiming by or through Lessor.
7. PURPOSE: The premises are to be used for the pupose of aviation maintenance
and related aircraft associated business, and for no other purpose without the written concent of
Lessor. Lessee shall nor permit anything to be done, in or about the premises, which will
increase the existing reste of, or affect, any policy of fire or other insurance upon the building or
its contents, because a cancellation of any insurance policy; or interfere with the rights of other
tentants of the building or injure or annoy them, or use the premises for any unlawful purpose.
Lessee shall not cause or permit any nuisance in, on or about the premises.
7a. Hazardous Waste: Lessee covenants that he will not permit any waste, damage, or
injury to the Premises or improvements thereon, nor allow the maintenance of any nuisance
thereon, nor the use thereof for any illegal purposes or activities.
8. MAINTENANCE:
8a. Maintenance of Premises: The Premises and all of the improvements or structures
thereon shall be used and maintained by Lessee in a neat, orderly, and sanitary manner. Lessor
shall not be called upon to make any improvements, alteration, or repair of any kind upon the
Premises. Lessee is responsible for the clean-up and proper disposal at reasonable and regular
intervals of rubbish, trash, waste and leaves upon the Premises, including that blown against
fences bordering the Premises, whether as a result of the operation of Lessee's aircraft tie-down
storage activities or having been deposited upon the Premises from other areas
8b. Removal of Snow/Floodwater/Mud: Lessee shall be responsible for removal of
snow and/or floodwaters or mud deposited therefrom from the Premises, with the disposition
thereof to be accomplished in such a manner so as to not interfere with or increase the
maintenance activities of Lessor upon the public areas of the Airport.
8c. Repair of Personal Property: It is further agreed that all personal property on the
Premises shall be used at the risk of Lessee only, and that Lessor or Lessor's agents shall not be
liable for any damage either to persons or property sustained by Lessee or other persons due to
the Premises or improvements thereon becoming out of repair.
8d. Lessor May Perform Maintenance: If Lessee fails to perform Lessee's obligations
under this Paragraph, Lessor may at its option (but shall not be required to) enter the Premises,
after thirty (30) days' prior written notice to Lessee, and put the same in good order, condition
and repair, and the cost thereof together with interest thereon at the rate of twelve (12%) percent
per annum shall become due and payable as additional rental to Lessor together with Lessee's
next rental installment.
3
�r.r err/ PAG-04-004
9. ALTERATIONS.
9a. Lessor's Consent Required: Lessee will not make any alterations, additions or
improvements in or to the Premises without the written consent of Lessor first having
been obtained.
9b. Protection from Liens: Before commencing any work relating to alterations,
additions and improvements affecting the Premises, Lessee shall notify Lessor in writing of the
expected date of commencement thereof. Lessor shall then have the right at any time and from
time to time to post and maintain on the Premises such notices as Lessee reasonably deems
necessary to protect the Premises and Lessor from mechanics' liens, materialmen's liens or any
other liens. In any event, Lessee shall pay, when due, all claims for labor or materials furnished
to or for Lessee at or for use in the Premises. Lessee shall not permit any mechanics' or
materialmen's liens to be levied against the Premises for any labor or material furnished to Lessee
or claimed to have been furnished to Lessee or to Lessee's agents or contractors in connection
with work of any character performed or claimed to have been performed on the Premises by or
at the direction of Lessee.
9d. Lessor May Make Improvements: Lessee agrees that Lessor, at its option, may at
its own expense make repairs, alterations or improvements which Lessor may deem necessary or
advisable for the preservation, safety or improvement of the Premises or improvements located
thereon, if any.
10. LIMITATION UPON LESSOR'S LIABILITY. Lessor shall not be liable for any
damage to property or persons caused by, or arising out of(a) any defect in or the maintenance or
use of the Premises, or the improvements, fixtures and appurtenances of which the premises
constitute a part; or (b) water coming from the roof, water pipes, flooding of the Cedar River or
other body of water, or from any other source whatsoever, whether within or without the
Premises; or (c) any act or omission of any Lessee or other occupants of the building, or their
agents, servants, employees or invitees thereof.
11. HOLD HARMLESS: Lessee covenants to indemnify and save harmless Lessor
against any and all claims arising from the conduct and management of or from any work or
thing whatsoever done in or about the Premises or the improvements or equipment thereon
during the lease term, or arising from any act or negligence of the Lessee or any of its agents,
contractors, patrons, customers, or employees, or arising from any accident, injury, or damage
whatsoever, however caused, to any person or persons, or to the property of any person, persons,
corporation or other entity occurring during the lease term on, in, or about the Premises, and from
and against all costs, attorney's fees, expenses, and liabilities incurred in or from any such claims
or any action or proceeding brought against the Lessor by reason of any such claim, except such
claims arising directly or indirectly out of Lessor's sole act or omission.
4
V Nwe PAG-04-004
12. ASSIGNMENT:
12a. Assignment/Subletting: This lease or any part hereof shall not be assigned by
Lessee, by operation of law or otherwise, nor shall the premises or any part thereof be sublet
without the prior written consent of Lessor, which consent shall not be unreasonably withheld,
subject to Lessor's receipt of commercially reasonable evidence that the proposed assignee or
subtenant is in a financial condition to undertake the obligations of this lease, and, in the event of
assignment, Lessor's receipt of an affidavit from the proposed assignee stating that it has
examined this lease and agrees to assume and be bound by all of Lessee's obligations under this
lease, to the same extent as if it were the original Lessee. If Lessee is a corporation, the transfer
of a majority of Lessee's stock shall constitute an assignment for purposes of this paragraph.
12b. Subletting: Lessee may sublet portions of the Premises for the purpose of aircraft
hangar storage,only, without the prior written approval by the Lessor of this permitted use, on a
month-to-month or longer basis (but not longer than the term of this Lease), provided that Lessor
is informed on at least an annual basis, in writing, of the name of the sublessee(s), the purpose of
the sublease, the amount of the rental charged, and the type of aircraft stored (make, model and
registration number. Such information shall be disclosed upon request by Lessor.
13. RIGHT OF INSPECTION. Lessee will allow Lessor, or Lessor's agent, free
access at all reasonable times to the Premises for the purpose of inspection, or of making repairs,
additions or alterations to the Premises, or any property owned by or under the control of Lessor.
14. CONDEMNATION: If the whole or any substantial part of the Premises shall be
condemned or taken by Lessor or any county, state, or federal authority for any purpose, then the
term of this lease shall cease as to the part so taken from the day the possession of that part shall
be required for any purpose, and the rent shall be paid up to that date. From that day the Lessee
or Lessor shall have the right to either (a) cancel this lease and declare the same null and void, or
(b) to continue in the possession of the remainder of the same under the terms herein provided,
except that the rent shall be reduced in proportion to the amount of the premises taken for such
public purposes. All damages awarded for such taking for any public purpose shall belong to and
be the property of the Lessor, whether such damage shall be awarded as compensation for the
diminution in value to the leasehold, or to the fee of the premises herein leased. Damages
awarded for the taking of Lessee's improvements located on the premises shall belong to and be
awarded to Lessee.
15. SURRENDER OF PREMISES: Lessee shall quit and surrender the premises at
the end of the term in as good a condition as the reasonable use thereof would permit, normal
wear and tear excepted. Alterations, additions or improvements which may be made by either of
the parties hereto on the Premises, except movable office furniture or trade fixtures put in at the
expense of Lessee, shall be and remain the property of the Lessor and shall remain on and be
surrendered with the Premises as a part thereof at the termination of this lease without hindrance,
molestation, or injury. Lessee shall repair at its sole expense any damage to the Premises
occasioned by its use thereof, or by the removal of Lessee's trade fixtures, furnishings and
5
PAG-04-004
equipment which repair shall include the patching and filling of holes and repair of structural
damage.
16. INSURANCE:
16a. Personal Property: It is agreed that Lessor shall not be held liable in any manner
for, or on account of, any loss or damage to personal property of the Lessee, Lessee's invitees or
other persons, which may be sustained by fire or water or other insured peril, or for the loss of
any articles by burglary, theft or any other cause from or upon the Premises. It is acknowledged
that Lessor does not cover any of the personal property of Lessee, Lessee's invitees or other
persons upon the Premises through its insurance. Lessee, its invitees and other persons upon the
Premises are solely responsible to obtain suitable personal property insurance.
16b. Liability Insurance: The Lessee agrees to maintain in force during the term of this
Lease a policy of comprehensive public liability and property damage insurance written by a
company authorized to do business in the State of Washington against any liability arising out of
the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto.
The limits of liability shall be in an amount of not less than $1,000,000.00 for injury to or death
of one person in any one accident or occurrence and in an amount of not less than $1,000,000.00
for injury to or death of more than one person in any one accident or occurrence, and of not less
than $1,000,000.00 for property damage. The limits of said insurance shall not, however, limit
the liability of Lessee hereunder. The insurance policy shall have a Landlord's Protective
Liability endorsement attached thereto.
17. TAXES: Lessee shall be responsible for the payment of any and all taxes and
assessments upon any property or use acquired under this agreement.
18. HOLDING OVER: If, without execution of any extension or renewal of this lease
Lessee should remain in possession of the premises after expiration or termination of the term of
this lease, then Lessee shall be deemed to be occupying the Premises as a tenant from
month-to-month. All the conditions, terms, and provisions of this lease, insofar as applicable to a
month-to-month tenancy, shall likewise be applicable during such period.
19. NOTICES: All notices under this lease shall be in writing and delivered in
person, with receipt therefor, or sent by certified mail, in the case of any notice unto Lessor, at
the following address:
289 Perimeter RD E, Renton WA. 98055
and in case of any notice unto Lessee, to the address of the Premises, or such address as may
hereafter be designated by either party in writing.
20. DISCRIMINATION PROHIBITED:
20a. Discrimination Prohibited: Lessee covenants and agrees not to discriminate
against any person or class of persons by reason of race, color, creed, sex or national origin in the
6
PAG-04-004
use of any of its facilities provided for the public in the Airport. Lessee further agrees to furnish
services on a fair, equal and not unjustly discriminatory basis to all users thereof, and to charge
on a fair, reasonable and not unjustly discriminatory basis for each unit of service; provided that
Lessee may make reasonable and non-discriminatory discounts, rebates, or other similar types of
price reductions to volume purchasers.
21. ENTIRE AGREEMENT: This Lease contains all agreements of the parties with
respect to any matter mentioned herein. No prior agreement or understanding pertaining to any
such matter shall be effective. This Lease may be modified in writing only, signed by the parties
in interest at the time of the modification.
22. CORPORATE AUTHORITY: If Lessee is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of said corporation in accordance with a
duly adopted resolution of the Board of Directors of said corporation and in accordance with the
Bylaws of said corporation, and that this Lease is binding upon said corporation in accordance
with its terms.
23. TRANSFER OF PREMISES BY LESSOR: In the event of any sale, conveyance,
transfer or assignment by Lessor of its interest in the Premises, Lessor shall be relieved of all
liability arising from this Lease and arising out of any act, occurrence or omission occurring after
the consummation of such sale, conveyance, transfer or assignment. The Lessor's transferee shall
be deemed to have assumed and agreed to carry out all of the obligations of the Lessor under this
Lease, including any obligation with respect to the return of any security deposit.
Wherefore, the parties have executed this lease this day of December 1 st 2010.
Ace Aviation, Inc. Bosair, LLC
a WA. Corparation a WA. Limited Liability Company
44"
by: Kurt Boswell y: Kurt Boswell
its: President Member:
Date: I 1h/)0 Date: Q_h /10
Q
7